DEF 14A of Permian Resources Corp, Apr 6, 2026

DEF 14A of Permian Resources Corp

Filed Apr 6, 2026 · FY20250001658566-26-000062

Open on EDGAR

  1. Permian Resources Corporation

    | EXECUTIVE COMPENSATION | 46 | | 2025 SUMMARY COMPENSATION TABLE | 46 | | 2025 GRANTS OF PLAN‑BASED AWARDS | 47 | | OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END | 48 | | OPTION EXERCISES AND STOCK VESTED IN 2025 | 49 | | POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL | 50 | | CEO PAY RATIO | 52 | | PAY VERSUS PERFORMANCE | 52 | | COMPENSATION RISK ASSESSMENT | 55 | | DIRECTOR COMPENSATION | 55 | | EQUITY COMPENSATION PLAN INFORMATION | 56 | | EXECUTIVE OFFICERS | 57 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 58 | | REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS | 58 | | RELATED PERSON TRANSACTIONS | 59 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 60 | | PROPOSAL 2: APPROVAL ON AN ADVISORY BASIS OF OUR NAMED EXECUTIVE OFFICER COMPENSATION | 62 | | VOTE REQUIRED AND BOARD RECOMMENDATION | 62 | | PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 63 | | PRINCIPAL ACCOUNTING FIRM FEES | 63 | | AUDIT COMMITTEE APPROVAL | 63 | | VOTE REQUIRED AND BOARD RECOMMENDATION | 64 | | PROPOSAL 4: APPROVAL OF THE FIRST AMENDMENT TO THE PERMIAN RESOURCES CORPORATION 2023 LONG TERM INCENTIVE PLAN | 65 | | POTENTIAL DILUTION AND BURN RATE | 66 | | CONSIDERATIONS FOR APPROVAL OF THE FIRST AMENDMENT | 67 | | SUMMARY OF THE 2023 PLAN | 67 | | ELIGIBILITY AND ADMINISTRATION | 67 | | SHARES AVAILABLE FOR AWARDS | 68 | | AWARDS | 68 | | MINIMUM VESTING | 69 | | PROHIBITION ON REPRICING | 69 | | CERTAIN TRANSACTIONS | 69 | | PROVISIONS OF THE 2023 PLAN RELATING TO DIRECTOR COMPENSATION | 69 | | PLAN AMENDMENT AND TERMINATION | 70 | | FOREIGN PARTICIPANTS, CLAWBACK PROVISIONS, TRANSFERABILITY AND PARTICIPANT PAYMENTS | 70 | | MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES | 70 | | NEW PLAN BENEFITS | 72 | | INTEREST OF CERTAIN PERSONS IN THE FIRST AMENDMENT TO THE 2023 PLAN | 72 | | VOTE REQUIRED AND BOARD RECOMMENDATION | 72 |

  2. CORPORATE GOVERNANCE AND COMPENSATION HIGHLIGHTS

    | BOARD & COMMITTEE STRUCTURE | | GOVERNANCE PRACTICES | | COMPENSATION PRACTICES | | | | Roles of Chair of the Board and Co‑CEOs are separate | | Board and Committee risk oversight | | Our Co‑CEOs receive compensation solely in performance‑based equity awards | | | Majority voting in uncontested director elections | | Active shareholder engagement | | Stock ownership guidelines | | | Diverse Board skills and experience | | No employment agreements | | Independent compensation consultant | | | Board committees include only independent directors | | No shareholder rights (poison pill) or similar plan | | Director compensation program enables compensation solely in equity awards | | | Increased independent director Board composition | | Non‑hedging and non‑pledging policies for our company securities | | Compensation clawback policy | | | | | Related person transactions policy | | Double‑trigger required and no tax gross‑ups for change‑in‑control benefits and payments |

  3. 2025 Executive Compensation

    2025 Executive Compensation The Compensation Committee, with the support of our Co‑CEOs, previously adopted an executive compensation program that ties 100% of our Co‑CEOs’ compensation to the performance of the Company. Under this program, neither of our Co‑CEOs receives a base salary, annual bonus or any other form of cash compensation. Instead, 100% of their compensation has been provided through long‑term incentive awards in the form of performance stock units ("PSUs"). The ultimate number of shares earned depends on the total shareholder returns ("TSR") of PR on both an absolute basis and a relative basis to PR’s peer group. Similarly, a significant portion of the compensation for our other named executive officers is tied to the Company’s performance via long term PSUs that account for approximately 80% of their respective equity compensation. We believe this approach to executive compensation differentiates us from our peers and is an integral part of our shareholder‑aligned strategy. Our Co‑CEOs’ inaugural PSU grants were awarded to them in September 2022, on the closing date of the merger (the "PR Merger") between Centennial Resource Development, Inc. ("Centennial") and Colgate Energy Partners III, LLC ("Colgate"). These long‑term PSUs were divided into three equal tranches, with the performance periods for each tranche lasting approximately three years from the closing date of the PR Merger (the "three year 2022 PSUs"), four years from the closing date of the PR Merger (the "four year 2022 PSUs") and five years from the closing date of the PR Merger (the "five year 2022 PSUs"). Subsequently, our Co-CEOs were granted PSUs in February 2025, with a performance period lasting approximately three years and ending on December 31, 2027. The Compensation Committee, with the support of the Co‑CEOs, chose this structure to allow for full alignment between the Co‑CEOs’ compensation and the TSR experienced by our shareholders as a means to incentivize long‑term value creation by our Co‑CEOs. The performance period for the three year 2022 PSUs ended December 31, 2025 and the Compensation Committee certified the Company's actual performance against the performance measures on such date. For more information, see "Vesting of Three Year 2022 PSUs." The performance period for the four year 2022 PSUs ends on December 31, 2026 and the performance period for the five year 2022 PSUs ends on December 31, 2027.

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES There are currently ten directors on our Board. Our Board is not classified and all of our directors are elected annually for one‑year terms. The table below identifies the ten director nominees named in this Proxy Statement, each of whom currently serves on our Board.

  5. DIRECTOR NOMINEES

    | DIRECTOR NOMINEES | AGE | DIRECTOR SINCE | | Maire A. Baldwin | 60 | 2016 | | Frost W. Cochran | 61 | 2023 | | Karan E. Eves | 44 | 2022 | | Steven D. Gray (Board Chair) | 66 | 2022 | | William M. Hickey III | 39 | 2022 | | Aron Marquez | 43 | 2022 | | William J. Quinn | 55 | 2022 | | Jeffrey H. Tepper | 60 | 2016 | | Robert M. Tichio | 48 | 2016 | | James H. Walter | 38 | 2022 |

  6. DIRECTOR NOMINEES

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 9 |

  7. DIRECTOR NOMINEES

    | PROPOSAL 1: | | Election of Ten Directors |

  8. DIRECTOR NOMINEES

    Our Board is not classified and all of our directors are elected annually for one‑year terms. The ten director nominees for election at the Annual Meeting are listed below. If elected to the Board, each nominee will serve a term continuing until the Company's 2027 annual meeting of shareholders. Notwithstanding the expiration date of their term, each director holds office until their successor is duly elected and qualified, unless, among other things, such director resigns or retires from the Board. Each of the nominees currently serves on the Board. Former director Robert J. Anderson retired from the Board on January 21, 2026. Mr. Anderson's decision to retire from the Board was not the result of any disagreement with PR or any of its affiliates on any matters relating to its operations, policies or practices. Our Second Amended and Restated Bylaws (as amended, the "Bylaws") provide that the number of directors will be determined by the Board, and, following Mr. Anderson's retirement from the Board, the number of directors was set at ten. If prior to the Annual Meeting a nominee becomes unavailable to serve as a director, any shares represented by a proxy directing a vote will be voted for the remaining nominees and for any substitute nominee(s) designated by the Board. As of the mailing of these proxy materials, the Board has no reason to believe any director nominee would not be available to serve.

  9. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  10. DIRECTOR NOMINEES

    | MAIRE A. BALDWIN | | | AGE: 60 DIRECTOR SINCE: October 2016 Independent COMMITTEES: ●Compensation Committee (Chair) ●Audit Committee | Prior to joining the Board, Ms. Baldwin was employed as an Advisor to EOG Resources, Inc. an independent U.S. oil and gas company ("EOG") from March 2015 until April 2016. Prior to that, she served as Vice President, Investor Relations at EOG from 1996 to 2014. Ms. Baldwin has served as a director and several board committees of the Houston Parks Board since 2011, a non‑profit dedicated to developing parks and green space in the greater Houston area, the Rothko Chapel since 2021, a non-profit focused on art and spirituality, and the Telluride Foundation, a foundation focused on improving the greater Telluride region, since December 2025. Ms. Baldwin is a co‑founder of Pursuit, a non‑profit dedicated to raising funds for and awareness of adults with intellectual and developmental disabilities. Ms. Baldwin holds a Master of Business Administration degree and a Bachelor of Arts degree in Economics from the University of Texas at Austin. We believe Ms. Baldwin is qualified to serve on our Board due to her experience in the energy industry. From her executive experience with EOG, Ms. Baldwin has a deep understanding of the oil and gas industry generally and investor relations issues specifically, which we believe gives her an important insight into best practices relating to shareholder engagement and an understanding of the investment community’s expectations for public companies in our industry. |

  11. DIRECTOR NOMINEES

    | FROST W. COCHRAN | | | AGE: 61 DIRECTOR SINCE: November 2023 Independent COMMITTEES: ●Audit Committee ●Environmental, Social and Governance Committee | Mr. Cochran served on the Board of Directors and compensation committee of Earthstone Energy, Inc. between April 2022 and November 2023. Since 2006, he has been a Managing Director and founding partner of Post Oak Energy Capital, LP ("Post Oak"), a Houston based investor in oil and gas operating and minerals holding companies, and related midstream infrastructure and services companies. Prior to founding Post Oak in 2006, Mr. Cochran served from 2004 to 2006 as the President of the holding company of Belden & Blake, which held operating interests in oil and gas properties and related infrastructure in the Appalachian Basin. In 2002, he co‑founded and served as President of Signal Hill Power, a merchant power owner operator in the Texas ERCOT market. Mr. Cochran served as a Managing Director of Torch Energy from 1998 until March 2002, Managing Director and Partner at Energy Asset Management LLC from 1996 through 1998, Vice President of Enron Development Corporation from 1993 until 1996, as Project Finance Manager at Destec Energy Inc., a subsidiary of The Dow Chemical Company, from 1991 until 1993 and with Kemper Securities Group from 1989 until 1991. Mr. Cochran serves on the boards of several Post Oak portfolio companies in the upstream, midstream and services sectors of the energy industry and is a member of Post Oak’s investment committee. Mr. Cochran is a member of the Independent Petroleum Association of America and the Texas Independent Producers and Royalty Owners. Mr. Cochran holds a Master in Business Administration degree from the University of Texas at Austin and a Bachelor in Business Administration degree from the University of Mississippi. We believe Mr. Cochran is qualified to serve on our Board due to his extensive experience investing in the oil and gas industry, including serving on the boards of private and public oil and gas exploration and production companies. Also, based on his experience as a Managing Director of Post Oak, Mr. Cochran is able to provide the Board with insights regarding financial matters and strategic planning. |

  12. DIRECTOR NOMINEES

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 13 |

  13. DIRECTOR NOMINEES

    | KARAN E. EVES | | | AGE: 44 DIRECTOR SINCE: September 2022 Independent COMMITTEES: ●Audit Committee ●Nominating and Corporate Governance Committee | Ms. Eves is the Chief Operating Officer of Boaz Energy II, LLC, which she co‑founded in 2013. In 2011, she founded Boaz Energy, LLC and served as the company’s Chief Executive Officer. In 2010, Ms. Eves founded Markar Energy Company, an independent engineering consulting firm, and served as its Chief Executive Officer until 2011. Ms. Eves began her career at Merit Energy Company in 2004 and held various roles over her six years with the company, including serving as the Interim Division Manager for Merit’s East Rockies Division. She has served in numerous volunteer roles in her community including the Junior League of Midland and Sunday School Teacher, and she serves on the board of several nonprofit organizations in Midland. Ms. Eves holds a Bachelor of Science in Petroleum Engineering degree from Texas Tech University. We believe Ms. Eves is qualified to serve on our Board due to her executive experience, including operating an upstream oil and gas operator in the Permian Basin. |

  14. DIRECTOR NOMINEES

    | STEVEN D. GRAY | | | AGE: 66 DIRECTOR SINCE: September 2022 Independent Board Chair COMMITTEES: ●Compensation Committee ●Nominating and Corporate Governance Committee (Chair) | Mr. Gray served as the co‑founder, director and Chief Executive Officer of RSP Permian Inc. ("RSP Permian") from its inception in 2010 until its merger with Concho Resources ("Concho") in 2018. After the merger with Concho, he joined Concho’s Board of Directors and served in such capacity until Concho was acquired by ConocoPhillips in 2021. Prior to forming RSP Permian, Mr. Gray founded several successful oil and gas ventures spanning nearly 20 years in partnerships with Natural Gas Partners, an Irving, Texas based private equity company ("NGP"). Before that, Mr. Gray spent 11 years employed in the oil and gas industry in various capacities as a petroleum engineer. Mr. Gray currently serves as the manager of his family office investment company and as chairman of the Board of Directors of Infinity Natural Resources, Inc. ("Infinity") and on the Texas Tech Foundation Advisory Board. Until October 2024, he served on the Board of Directors of Range Resources Corporation. He is a member of the Petroleum Engineering Academy and serves on the Advisory Board for the Texas Tech University System Foundation. Mr. Gray previously served on the Dean’s Advisory Council for the College of Engineering at Texas Tech University and as a member of the Executive Advisory Council of the George W. Bush Presidential Center in Dallas, Texas. Mr. Gray holds a Bachelor of Science in Petroleum Engineering degree from Texas Tech University. We believe Mr. Gray’s prior executive roles for numerous upstream oil and gas companies, including as CEO, as well as experience serving on the boards of multiple public oil and gas companies, qualify him to serve as a member of the Board. |

  15. DIRECTOR NOMINEES

    | 14 | PERMIAN RESOURCES | 2026 PROXY STATEMENT |

  16. DIRECTOR NOMINEES

    | ARON MARQUEZ | | | AGE: 43 DIRECTOR SINCE: September 2022 Independent COMMITTEES: ●Compensation Committee ●Environmental, Social and Governance Committee | Mr. Marquez is the Executive Chairman of Wildcat Oil Tools, LLC, an international oil field services and technology company ("Wildcat Oil Tools"). Mr. Marquez founded Wildcat Oil Tools in 2012 and served as its Chief Executive Officer until becoming the company’s Executive Chairman in January 2023. In 2009, Mr. Marquez founded St. Andrews Royalties LLC, an oil and gas royalty company, for which he serves as President. Prior to founding these companies, Mr. Marquez held various roles from 2004 to 2009 at Nabors Industries, including District Manager overseeing the company’s well servicing operations in West Texas and New Mexico. In 2019, Mr. Marquez founded Flecha Azul Tequila LLC, a premium tequila company, and continues to be active in the company’s management following its expansion through a joint venture with industry professionals in 2021. Mr. Marquez also serves as Chief Executive Officer of Black Quail Apparel LLC, a company that manufactures and sells premium golfing and leisure apparel, and co‑founder of Ombré Men, an innovative men’s skincare company. He serves on the Board of Directors for the First Tee of West Texas and previously served on the Midland Community Hospital Advisors Board, the Midland YMCA Board and the United Way of Odessa Board. Mr. Marquez holds a Bachelor of Arts in Organizational Leadership degree from the University of Oklahoma. We believe Mr. Marquez is qualified to serve on our Board due to his entrepreneurial history and leadership experience in the oilfield services industry, including in the Permian Basin. |

  17. DIRECTOR NOMINEES

    | WILLIAM J. QUINN | | | AGE: 55 DIRECTOR SINCE: September 2022 Independent | Mr. Quinn is a Founder and Managing Partner of Pearl Energy Investments ("Pearl"). Prior to founding Pearl in 2015, Mr. Quinn served as Managing Partner of NGP. In his capacity as Managing Partner, he co‑managed NGP’s investment portfolio and played an active role in the full range of NGP’s investment process. Mr. Quinn serves on the boards of directors of a number of Pearl companies and their affiliates. Since January 2025, Mr. Quinn serves on the Board of Directors of Infinity. From September 2021 until May 2022, he served as a director and Chairman of the Board for Spring Valley Acquisition Corporation, which is now called NuScale Power Corporation following the company’s business combination in May 2022. Mr. Quinn holds a Master of Business Administration degree from the Stanford University Graduate School of Business and a Bachelor of Science in Economics degree, with honors, from the Wharton School of the University of Pennsylvania with a concentration in finance. We believe that Mr. Quinn’s deep industry and investing experience and intimate knowledge of PR’s assets and areas of operations make him well suited to serve as a member of our Board. |

  18. DIRECTOR NOMINEES

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 15 |

  19. DIRECTOR NOMINEES

    | JEFFREY H. TEPPER | | | AGE: 60 DIRECTOR SINCE: February 2016 Independent COMMITTEES: ●Audit Committee (Chair) ●Nominating and Corporate Governance Committee | Mr. Tepper is the Founder of JHT Advisors LLC, an M&A advisory and investment firm founded in 2016, and has served as a partner in Gemini XIII since 2021. From 1990 to 2013, Mr. Tepper served in a variety of senior management and operating roles at the investment bank Gleacher & Company, Inc. and its predecessors and affiliates (collectively, "Gleacher"), where he was Head of Investment Banking and a member of Gleacher’s Management Committee. As Gleacher’s former Chief Operating Officer, he also oversaw operations, compliance, technology and financial reporting. In 2001, Mr. Tepper co‑founded Gleacher’s asset management activities and served as President. Gleacher managed over $1 billion of institutional capital in the mezzanine capital and hedge fund areas. Mr. Tepper served on the Investment Committees of Gleacher Mezzanine and Gleacher Fund Advisors. Between 1987 and 1990, Mr. Tepper was employed by Morgan Stanley & Co. LLC as a financial analyst in the mergers & acquisitions and merchant banking departments. In addition, Mr. Tepper serves, or has served, as a director and on various committees of the following public companies: ●Agriculture & Natural Solutions Acquisition Corporation (since 2023) ●Decarbonization Plus Acquisition Corporation IV (August 2021 – February 2023) ●Solid Power, Inc. (f/k/a Decarbonization Plus Acquisition Corporation III) (2021) ●Decarbonization Plus Acquisition Corporation II (2022 – January 2022) ●Hyzon Motors, Inc. (f/k/a Decarbonization Plus Acquisition Corp) (2020 – July 2021) Mr. Tepper holds a Master of Business Administration degree from Columbia Business School and a Bachelor of Science in Economics degree from The Wharton School of the University of Pennsylvania with concentrations in finance and accounting. We believe Mr. Tepper is qualified to serve on our Board due to his significant investment and financial experience, particularly as it relates to mergers and acquisitions, corporate finance, leveraged finance and asset management. |

  20. DIRECTOR NOMINEES

    | ROBERT M. TICHIO | | | AGE: 48 DIRECTOR SINCE: October 2016 Independent COMMITTEES: ●Compensation Committee ●Environmental, Social and Governance Committee (Chair) | Mr. Tichio serves as the Chief Executive Officer and Managing Partner of Fortescue Capital, a green energy investment accelerator platform, which he helped launch in November 2023. Mr. Tichio served as a Partner of Riverstone Energy Limited ("Riverstone") from 2006 through 2023. Prior to joining Riverstone, Mr. Tichio was in the Principal Investment Area of Goldman Sachs & Co. LLC, which manages the firm’s private corporate equity investments. Mr. Tichio began his career at J.P. Morgan in the Mergers & Acquisitions group where he concentrated on assignments that included public company combinations, asset sales, takeover defenses and leveraged buyouts. Mr. Tichio serves on the boards of a number of Riverstone portfolio companies and their affiliates. Mr. Tichio serves, or has served, as a director of the following public companies: ●Agriculture & Natural Solutions Acquisition Corporation (since 2023) ●Tritium DCFC Limited (Chairman) (since 2022) ●Pipestone Energy Corp. (2019 – October 2023) ●Talos Energy Inc. (2012 – February 2023) ●Solid Power, Inc. (f/k/a Decarbonization Plus Acquisition Corporation III) (2021 – May 2022) ●Hyzon Motors, Inc. (f/k/a Decarbonization Plus Acquisition Corp) (2020 – July 2021) Mr. Tichio holds a Master of Business Administration degree from Harvard University and a Bachelor of Arts degree from Dartmouth College. We believe Mr. Tichio is qualified to serve on our Board due to his capital markets and mergers and acquisitions experience. Mr. Tichio also serves as a director on the boards of other traditional energy and renewable energy companies, which we believe further enhances his understanding of the industry and perspective on best practices relating to ESG matters, corporate governance, management and capital markets transactions. |

  21. DIRECTOR NOMINEES

    | 16 | PERMIAN RESOURCES | 2026 PROXY STATEMENT |

  22. DIRECTOR NOMINEES

    | WILLIAM M. HICKEY III | | | AGE: 39 DIRECTOR SINCE: September 2022 | Mr. Hickey has served as our Co‑Chief Executive Officer and a director since the PR Merger closed on September 1, 2022. Prior to that, he co‑founded Colgate with Mr. Walter in 2015 and served as Colgate’s Co‑Chief Executive Officer and as a member of Colgate’s Board of Managers from 2015 until the PR Merger closed in 2022. Prior to co‑founding Colgate, Mr. Hickey worked for the energy private equity firm EnCap Investments L.P. ("EnCap") where he evaluated and monitored investments across the oil and gas space with a focus on the Permian Basin. Prior to joining EnCap, Mr. Hickey worked for Pioneer Natural Resources, where he rotated through numerous engineering positions and worked directly for the Chief Operating Officer. Mr. Hickey holds a Master of Business Administration degree from Southern Methodist University and a Bachelor of Science in Petroleum Engineering degree from the University of Texas at Austin. We believe Mr. Hickey’s role as our Co‑Chief Executive Officer, as well as his substantial experience with and understanding of the energy industry gathered from his experience as an investment professional and from co‑founding and co‑leading Colgate qualify him to serve as a member of the Board. |

  23. DIRECTOR NOMINEES

    | JAMES H. WALTER | | | AGE: 38 DIRECTOR SINCE: September 2022 | Mr. Walter has served as our Co‑Chief Executive Officer and a director since the PR Merger closed on September 1, 2022. Previously, he co‑founded Colgate with Mr. Hickey in 2015 and served as Colgate’s Co‑Chief Executive Officer and as a member of Colgate’s Board of Managers from 2015 until the PR Merger closed in 2022. Prior to co‑founding Colgate, Mr. Walter worked for Denham Capital, an energy private equity firm, where he evaluated and monitored investments across the oil and gas space with a focus on the Permian Basin. Prior to joining Denham Capital, Mr. Walter worked for Boston Consulting Group primarily focusing on evaluating upstream assets for exploration and production companies. Mr. Walter holds a Bachelor of Arts degree in the Plan II Honors Program and a Bachelor of Business Administration degree in Finance from the University of Texas Austin. We believe Mr. Walter’s role as our Co‑Chief Executive Officer, as well as his substantial experience with and understanding of the energy industry gathered from his experience as an investment professional and from co‑founding and co‑leading Colgate, qualify him to serve as a member of the Board. |

  24. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY PR had another outstanding year in 2025 during which it delivered shareholders peer leading returns, achieved its corporate goals and met or exceeded all of its initial public guidance for the year. The Company delivered significant value to its shareholders through its shareholder returns program and successfully completed and integrated numerous acquisitions of oil and natural gas properties in the Permian Basin. In this Compensation Discussion and Analysis ("CD&A") section, we will describe our approach and rationale to executive compensation, which we first put in place in 2022 in connection with closing the PR Merger, and we will present the compensation outcomes for our Named Executive Officers ("NEOs") as part of the 2025 compensation program. The most noteworthy feature to our program is that our Co‑CEOs do not receive any form of cash compensation and instead receive 100% of their compensation in the form of long‑term incentive awards structured as PSUs. Our executive and director compensation programs also reflect an emphasis on PSUs for our other NEOs and provide directors with the option to receive 100% of their annual compensation in the form of PR stock rather than through a mix of stock and cash. This year, all of our directors elected again to receive 100% of their annual compensation in the form of stock. We believe our compensation programs strongly align compensation with shareholder returns and take a fresh approach to compensation that differentiates us from our peers.

  25. Our Approach to Co‑CEO Compensation

    Our Approach to Co‑CEO Compensation The Compensation Committee, with the support of the Co‑CEOs, adopted an executive compensation program that ties 100% of our Co‑CEOs’ compensation to the performance of the Company. They do not receive a base salary, annual bonus or any other form of cash compensation. Instead, 100% of their compensation continues to be provided through long‑term incentive awards in the form of PSUs. The PSUs represent restricted stock unit awards subject to performance‑based vesting, and the ultimate number of shares earned by the Co‑CEOs depends on the TSR of PR on both an absolute basis and a relative basis to PR’s Performance Peer Group (as defined below). Our Co‑CEOs’ inaugural PSU grants were awarded to them in September 2022, on the closing date of the PR Merger. These long‑term PSUs were divided into three equal tranches, with the performance periods for each tranche lasting approximately three, four and five years from the closing date of the PR Merger. Subsequently, our Co-CEOs were granted PSUs in February 2025, with a performance period lasting approximately three years. The Compensation Committee, with the support of the Co‑CEOs, chose this structure to allow for full alignment between the Co‑CEOs’ compensation and the TSR experienced by our shareholders as a means to incentivize long‑term value creation by our Co‑CEOs. The performance period for the three year 2022 PSUs ended December 31, 2025 and the Compensation Committee certified the Company's actual performance against the performance measures on such date. The performance period for the four year 2022 PSUs ends on December 31, 2026 and the performance period for the five year 2022 PSUs ends on December 31, 2027.

  26. 2025 Total Shareholder Returns

    We are proud of our 2025 TSR, which was strong relative to the peer average and XOP ETF. While our industry and the companies in our Performance Peer Group all saw volatility in commodity prices and commodity price differentials as a result of various factors, including fluctuations in global supply and demand and inventory levels, geopolitical events and federal and state government regulations, with our low‑cost structure and continued operational improvements serving as the foundation, PR delivered peer leading growth during 2025. This helped generate a superior total return for our shareholders. For a list of the companies in our Performance Peer Group, see the “Use of Competitive Market Data” section below. Our TSR outperformance also continues to be more pronounced in the period following the closing date of the PR Merger. The graphic below compares our TSR to the same peer group and ETFs from the closing date of the PR Merger through March 31, 2026. We believe this outperformance helps illustrate the value created by the PR Merger and PR's subsequent growth. Please note that our historic stock price performance is not necessarily indicative of future stock price performance.

  27. Compensation Best Practices

    | WHAT WE DO | | | | Pay for Performance. Align our executives’ compensation with our financial, operational and stock price performance by having 100% of our Co‑CEOs’ (and a significant majority of our other NEOs) total compensation consist of variable or performance‑based compensation. | | | Ownership Guidelines. Maintain robust Stock Ownership Guidelines that apply to all of our officers and independent directors. | | | Review Market Data. At least annually, conduct a review of market data of peer group companies to ensure competitive compensation relative to the market. | | | Compensation Consultant. Use an independent compensation consultant retained by, and reporting directly to, the Compensation Committee. | | | Clawback Policy. Maintain a clawback policy that applies to our NEOs. | | | Double‑Trigger Change in Control Benefits. Maintain a Severance Plan where change in control benefits are only provided upon a qualifying termination of employment following a change in control transaction. | | | ESG. Include ESG performance goals in the AIP, including metrics tied specifically to our commitment to reduce flaring and spills and to ensure the safety of our workforce. | | | Risk Assessments. Conduct an annual risk assessment of compensation practices to facilitate risk management. | | | Relative and Absolute TSR. Determine payout of PSUs based on both our TSR relative to peer group and our absolute annualized TSR. | | | AIP Maximum. Establish maximum AIP payout of 200% of each NEO’s target AIP compensation. | | | Evolving Program. Adapt compensation program based on shareholder feedback and evolving market standards. |

  28. Compensation Best Practices

    | WHAT WE DON’T DO | | | | Hedging or Pledging of Company Securities. We do not allow hedging or pledging of Company securities by directors, NEOs or other officers or employees. | | | Tax Gross‑Ups. We do not provide tax gross‑ups for severance or change in control payments to our NEOs or other officers or employees. | | | Excessive Perquisites. We do not provide significant perquisites to any of our NEOs or other officers or employees. | | | Employment Agreements. We do not have employment agreements with our NEOs or other officers or employees. | | | Guarantee Bonuses. We do not guarantee bonuses to any of our NEOs or other officers or employees. | | | Repricing of Options. We do not permit repricing of underwater stock options without shareholder approval. |

  29. Elements of 2025 Compensation Program

    | TYPE | ELEMENT | | PURPOSE | CO‑CEO COMPENSATION | | Fixed | Base Salary | | ●Attract and retain qualified executives ●Provide a level of fixed pay based on the executive’s role, skills, experience and performance | | | Variable | Annual Incentive Program ("AIP") | | ●Incentivize achievement of the Company’s and executive’s short‑term financial, operational and strategic goals ●Align executives’ interests with those of our shareholders | | | | Long‑Term Incentive Plan ("LTIP") | Restricted Stock | ●Align realized values with shareholder returns ●Promote retention of executives ●Promote stock ownership by executives | | | | | Performance Stock Units ("PSUs") | ●Reward absolute shareholder returns ●Reward shareholder returns relative to industry peers ●Promote retention of executives | |

  30. 2025 Compensation Mix

    2025 Compensation Mix A significant portion of our executive officer compensation is performance‑based. The graphics below show the mix of compensation elements for our Co‑CEOs and our other NEOs. For each graphic, the compensation mix reflects the executive’s base salary and target compensation levels for the AIP and LTIP. In the case of our Co‑CEOs, the LTIP element includes the “inaugural” equity awards granted in September 2022 in connection with the closing of the PR Merger and the equity awards granted in February 2025 to our Co-CEOs. As discussed in further detail below, the inaugural PSU grants made to our Co‑CEOs were designed to represent a three‑year grant, and the Compensation Committee did not make additional grants to our Co‑CEOs through the end of 2024 until the grants in February 2025. The performance period for the three year 2022 PSUs ended December 31, 2025 and the Compensation Committee certified the Company's actual performance against the performance measures on such date. The performance period for the four year 2022 PSUs ends on December 31, 2026 and the performance period for the five year 2022 PSUs ends on December 31, 2027.

  31. Co-CEOs Compensation Mix

    Co-CEOs Compensation Mix Each graphic also identifies the portion of the compensation that is variable or “at‑risk,” which refers to compensation elements that are only earned based on achievement of performance goals or through continued employment through the award’s vesting period. The ultimate realized value of these variable compensation elements, if earned at all, fluctuates or depends on Company performance as determined by the level of achievement with respect to both Absolute TSR and Relative TSR (each as defined below). For more information, see "Performance Share Units (PSUs)."

  32. Annual Incentive Program (AIP)

    Annual Incentive Program (AIP) Our AIP is designed to promote the achievement of annual financial, operational and strategic goals that are aligned with the creation of shareholder value. In connection with adopting the 2025 AIP in early 2025, the Compensation Committee set an AIP target for each NEO, expressed as a percentage of the NEO’s year‑end base salary. The Compensation Committee evaluated the targets for the other NEOs and determined that they were competitive and appropriate assuming all the Company’s and NEO’s goals were attained at target levels. Accordingly, the targets for the continuing NEOs remained unchanged from 2024 levels. The following table presents the AIP targets as a percent of salary for each NEO at the end of 2024 and 2025. None of the NEOs have a minimum or guaranteed bonus under the AIP, and the maximum payout for each NEO is 200% of the NEO’s target AIP compensation.

  33. Annual Incentive Program (AIP)

    | EXECUTIVE | 2024 TARGET | 2025 TARGET | | William M. Hickey III | 0% | 0% | | James H. Walter | 0% | 0% | | Guy M. Oliphint | 100% | 100% | | John C. Bell | 80% | 80% | | Robert R. Shannon | 80% | 80% |

  34. Annual Incentive Program (AIP)

    Also in connection with adopting the 2025 AIP in early 2025, the Compensation Committee made slight adjustments to the 2024 program weightings between different components of the AIP and it approved the operational and financial metrics used for the scorecard portion of the AIP, as well as the quantitative and qualitative goals used for the ESG and Strategic components of the AIP. With respect to the updates, the Compensation Committee chose to decrease the weighting of the all‑in rate of return metric by 5% and increase the weighting of the cost structure metric by 5% to promote a continued focus on the Company's cost leadership.

  35. Annual Incentive Program (AIP)

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 33 |

  36. Annual Incentive Program (AIP)

    | COMPONENT | WEIGHTING | METRIC | GOAL | ASSESSMENT | RESULT | | RETURNS | | All‑in Rate of Return (Using $70 oil / $2 gas / $21 NGLs price deck) | 75% | Exceeded the all‑in rate of return goal | Exceeded | | FREE CASH FLOW(1) | | Adjusted Free Cash Flow/Share | $2.00 | Generated $1.94 Adjusted Free Cash Flow / Share | Slightly underperformed despite material drop-off in commodity prices | | COST STRUCTURE | | Sum of LOE & Cash G&A/Boe D&C/FT | $6.75 $750/FT | Maintained low cost structure with $6.09 / Boe combined LOE and G&A and $730 D&C / FT | Exceeded | | ESG | | Flaring Target | 1.5% | 0.88%(2) | Outperformed or Met | | | | Oil Spills Target | 0.0025% | 0.0022% | | | | | Water Spills Target | 0.0025% | 0.0023% | | | | | TRIR Target | 0.60 | 0.60 | | | STRATEGIC/ DISCRETIONARY | | Various — see below for goals and assessments | | | Exceeded, see commentary below |

  37. Annual Incentive Program (AIP)

    (1)Non‑GAAP financial measure. See Appendix A for a reconciliation of Adjusted Free Cash Flow to our most directly comparable financial measure calculated in accordance with GAAP. (2)Utilizing AXPC definition to calculate flaring percentage.

  38. Annual Incentive Program (AIP)

    | 34 | PERMIAN RESOURCES | 2026 PROXY STATEMENT |

  39. Annual Incentive Program (AIP)

    When assessing the Company's performance on the Strategic component of the AIP, the Compensation Committee recognized that the Company’s performance significantly exceeded the majority of its strategic objectives for 2025, which are outlined below.

  40. Annual Incentive Program (AIP)

    | COMPONENT | GOALS | ASSESSMENT | | Strategic | ●Achieve year‑over‑year growth in Net Asset Value (NAV) and NAV/Share | ●More than 10% year-over-year NAV per share growth, driven by consistent operating performance and value-focused capital decisions | | | ●Efficiently deploy Adjusted Free Cash Flow within business, transactions and return of capital programs | ●Deployed less than $2 billion of capital in 2025, while generating robust Adjusted Free Cash Flow per share | | | | ●Continued to execute on our shareholder return program, returning over $575 million to investors through a combination of opportunistic buybacks and our base dividend | | | ●Mitigate regulatory risk through engagement with government and regulatory agencies and through ESG and operational initiatives | ●Continued active engagement with regulatory authorities to demonstrate improved operational and environmental performance particularly pro forma for acquisitions | | | ●Engage in portfolio optimization transactions and transactions that optimize PR’s capital structure | ●Business development efforts combining ground game transactions and successful acquisition of multiple marketed deals | | | | ●Full inventory replacement of the 2025 schedule development through approximately $1 billion of cash acquisitions that added de minimis production | | | | ●Execution on liability management via redemption of outstanding bonds and convertible notes led to strong balance sheet with year-end leverage profile of 0.9x | | | ●Achieve expected oil production performance for wells turned on production by PR in 2025 | ●Program exceeded production and capital metrics expectations | | | ●Enter into strategic long‑term commercial arrangements that enable efficient operations but preserve flexibility | ●Entered into long-term deals marketing deals improving residue gas takeaway and pricing diversification outside of Waha | | | | ●Crude pricing improvements with increased exposure to Gulf Coast pricing pro forma for termination of legacy Centennial Brent crude deal | | | ●Achieve other strategic initiatives that arise based on macroeconomic conditions and are identified and discussed between management and the Board | ●Achieved certain tax centric goals, including tax credit work that led to credit findings of over $100 million in the aggregate for 2022 through 2025 | | | | ●Corporate reorganization at end of 2025 simplifying structure while reducing Class C common stock ownership |

  41. Annual Incentive Program (AIP)

    The Compensation Committee overall concluded that the Company had very strong performance during 2025 and that such performance was especially impressive when considering the commodity price environment and global instability in 2025. The Compensation Committee also strongly considered the impressive operational improvements made by the Company during 2025 and the continued focus on capital efficiencies. In early 2026, the Compensation Committee evaluated the Company’s and each NEO's performance during 2025 and approved the following cash amounts for the 2025 AIP.

  42. Annual Incentive Program (AIP)

    | EXECUTIVE | AIP CASH AWARD | | | William M. Hickey III(1) | $ | N/A | | James H. Walter(1) | $ | N/A | | Guy M. Oliphint | $ | 712,500 | | John C. Bell | $ | 480,000 | | Robert R. Shannon | $ | 480,000 |

  43. Annual Incentive Program (AIP)

    (1)Messrs. Hickey and Walter do not participate in the Annual Incentive Program.

  44. Annual Incentive Program (AIP)

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 35 |

  45. Long‑Term Incentive Plan (LTIP)

    Long‑Term Incentive Plan (LTIP) Our LTIP is designed to encourage long‑term shareholder value creation through the program's alignment with our TSR, both on an absolute basis and relative to industry peers. As shown above in the 2025 Compensation Mix, the LTIP is the most significant component in value of our executive compensation program. Consistent with the Company's prior practice, the 2025 executive compensation awards granted to our Co-CEOs consists of only PSU awards and non‑CEO executive officers consisted of a combination of PSU awards and time‑based restricted stock awards. The inaugural grants, whereby the Compensation Committee awarded $15 million PSUs to each Co‑CEO, were designed to represent the value of a 100% performance based, $5 million target grant per year over a three‑year period. The Compensation Committee, with the support of the Co‑CEOs, chose this structure to allow for full alignment between the Co‑CEOs’ compensation and the TSR experienced by our shareholders. In determining the target LTIP award amount for the Co‑CEOs in both 2022 and 2025, the Compensation Committee considered the Compensation Peer Group data provided by Meridian on CEO compensation at the time it granted the awards, each Co‑CEO’s role and ability to individually and jointly drive shareholder returns, the additional equity cost of having two CEOs and the cash savings of the Co‑CEOs not receiving salaries or annual bonuses. Following our inaugural awards in 2022, our Co-CEOs did not receive any additional equity awards in 2023 or 2024 and, as a result, shareholders will note that the Co‑CEOs “Stock Awards” total in each of 2023 and 2024 was reduced to $0. In 2024, the Compensation Committee amended the inaugural PSU agreements to deem the service requirement portion of the inaugural PSUs met on each of the three tranches as of September 1, 2025, which is consistent with the three‑year service requirement for other performance‑based restricted stock awards granted by the Company. Following September 1, 2025, each tranche of the inaugural PSUs is subject to the original performance‑based conditions, including no changes to the performance period, and continue to vest, if at all, based on the satisfaction of the original performance conditions at year‑end 2025, 2026 and 2027. In determining the target grant values for our NEOs, the Compensation Committee considered the Compensation Peer Group data provided by Meridian in early 2025, the other compensation received by each NEO, including historical data where applicable, and each NEO’s role and ability to influence and create long‑term shareholder value. The following table outlines the LTIP awards granted to the NEOs in February 2025, including target grant date values that are calculated based on the five‑day average closing stock price ending on the day prior to the grant date.

  46. Long‑Term Incentive Plan (LTIP)

    | EXECUTIVE | TARGET NUMBER OF PSUS GRANTED (#) | SHARES OF RESTRICTED STOCK GRANTED (#) | TOTAL GRANT DATE TARGET VALUE ($) | | William M. Hickey III | 585,399 | – | 8,500,000 | | James H. Walter | 585,399 | – | 8,500,000 | | Guy M. Oliphint | 151,515 | 37,879 | 2,750,000 | | John C. Bell | 151,515 | 37,879 | 2,750,000 | | Robert R. Shannon | 151,515 | 37,879 | 2,750,000 |

  47. Long‑Term Incentive Plan (LTIP)

    (1)In September 2025, Messrs. Oliphint, Bell and Shannon each were granted 38,787 shares of restricted stock, with a total grant date target value of $550,000 for each grant, calculated based on the five-day average closing stock price ending on the day prior to the grant date, under the LTIP.

  48. Long‑Term Incentive Plan (LTIP)

    | 36 | PERMIAN RESOURCES | 2026 PROXY STATEMENT |

  49. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs) The PSUs granted to the NEOs in 2025 each have a performance period of approximately three years. The graphic appearing below highlights the performance periods for each of the PSUs granted to such NEOs.

  50. Performance Stock Units (PSUs)

    | Annual 2025 LTIP Awards | 1/1/2025 | | 12/31/2027 | | | | 3-Year Performance Period | |

  51. Performance Stock Units (PSUs)

    The number of PSUs that vest and become earned is determined based on the level of achievement with respect to both Relative TSR and Absolute TSR performance metrics. The following sections describe the performance multipliers that would apply to the PSU awards at each level of achievement.

  52. Relative TSR

    Relative TSR The PSUs vest and become earned at the end of their respective performance period based on our TSR ranking relative to our Performance Peer Group ("Relative TSR"), with linear interpolation used to determine the vesting level between percentiles listed in the Relative TSR table below. As in prior years, the Compensation Committee also included the XOP in the Performance Peer Group for the PSUs so that our Relative TSR is also measured against a broader basket of energy companies against whom we compete for capital. The full makeup of the Performance Peer Group for the PSUs is provided below in the “Use of Competitive Market Data” section.

  53. Absolute TSR

    Absolute TSR The number of PSUs that would otherwise vest is further adjusted by our absolute annualized TSR over the performance period ("Absolute TSR"), which reduces or increases the vesting level of the PSUs depending on the Absolute TSR level. The more rigorous Absolute TSR levels used for the LTIP Awards were chosen by the Compensation Committee as they furthered the heightened pay‑for‑performance philosophy of the PR compensation program, with more upside for more significant absolute returns and more downside for low or negative absolute returns.

  54. Absolute TSR

    | Target PSUs | × | Relative Multiplier | × | Absolute Multiplier | × | Stock Price at Vesting | = | Vesting Value of PSUs |

  55. Absolute TSR

    | LTIP AWARDS | | | | | Relative TSR(1) | | Absolute TSR(1) | | | Relative Ranking TSR % | Relative Multiplier | Absolute Annualized TSR % | Absolute Multiplier | | ≥ 85% | 200% | > 20% | 150% | | 50% | 100% | 15% | 125% | | 15% | 15% | 10% | 100% | | < 15% | 0% | 5% | 75% | | | | ≤ 0% | 50% |

  56. Vesting of Three Year 2022 PSUs

    Vesting of Three Year 2022 PSUs On December 31, 2025, the Compensation Committee certified the attainment of the pre-established performance goals with respect to the three year 2022 PSUs units granted to our NEOs, which awards were subject to the satisfaction of certain Relative TSR and Absolute TSR performance conditions for the performance period commencing on September 1, 2022 and ending on December 31, 2025, and continuing service requirements. These awards were deemed vested and earned as of December 31, 2025. Because Mr. Oliphint did not join the Company until 2023, he received his grant of the three year 2022 PSUs in 2023, which maintained the same performance period. The Compensation Committee certified that, based on publicly available information: (i) our Relative TSR for the above-referenced performance period had a relative performance rank of 1st in the Relative TSR performance peer group resulting in a Relative TSR multiplier of 200%; (ii) the Absolute TSR percentage for the above-referenced performance period was approximately 26% on an annualized basis, resulting in the application of an Absolute TSR multiplier of 150% and a resulting vesting percentage of 300% of the target number of RSUs (as defined below) granted to the NEOs; and (iii) the applicable performance target and other material terms of such performance-based restricted stock unit awards were achieved at such levels for the above-referenced performance period. Acquired companies were not excluded from the relative comparison during the performance period, and the total stockholder return for such companies was measured assuming the performance period ended for each such company at the announcement of the applicable acquisition. In connection with reaching these performance goals, each of the three year 2022 PSU awards received by Messrs. Walter, Hickey, Oliphint, Shannon and Bell vested at 300% of the target, resulting in the issuance of the shares of the Company’s common stock underlying the three year 2022 PSUs to these NEOs on December 31, 2025 as follows:

  57. Vesting of Three Year 2022 PSUs

    | EXECUTIVE | TARGET NUMBER OF PSUS GRANTED (#) | ABSOLUTE TSR MODIFIER VESTING PERCENTAGE | ACTUAL PSUS VESTED | | William M. Hickey III | 595,947 | 300% | 1,787,841 | | James H. Walter | 595,947 | 300% | 1,787,841 | | Guy M. Oliphint | 237,097 | 300% | 711,291 | | John C. Bell | 135,578 | 300% | 406,734 | | Robert R. Shannon | 135,578 | 300% | 406,734 |

  58. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non‑Public Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Non‑Public Information Although the LTIP provides for the grant of stock options, stock appreciation rights, or similar option‑like instruments, the Company has not recently and has no current plans to grant new awards of stock options, stock appreciation rights, or similar option‑like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material non‑public information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  59. Role of Compensation Consultant in Determining Executive Compensation

    Role of Compensation Consultant in Determining Executive Compensation In determining 2025 executive compensation, the Compensation Committee received information and reports from Meridian, an independent compensation consultant initially retained by the Compensation Committee in 2020 after a fulsome review of several potential consultant candidates. Meridian provided data, analysis and advice to the Compensation Committee, including market information that the Compensation Committee used when determining whether our executive compensation is competitive, commensurate with each executive’s responsibilities and consistent with market trends in executive compensation practices for companies in our industry. Meridian does not provide services to PR, the Compensation Committee or management other than consulting services related to the duties and responsibilities of the Compensation Committee with respect to the compensation and benefits of our directors, officers and employees. The Compensation Committee has considered the adviser independence factors required under SEC rules as they relate to Meridian and does not believe Meridian’s work in 2025 raised a conflict of interest.

  60. Use of Competitive Market Data

    Use of Competitive Market Data A key objective of our executive compensation program is to ensure that the total compensation opportunities available to our executives are competitive with those of oil and gas exploration and production companies with whom we compete for executive talent, investment dollars and business opportunities. To assist us in evaluating our executive compensation program against this key objective, we maintain a peer group that we refer to as our “Compensation Peer Group.” We also use a similar group of peer companies, in addition to the XOP to determine our TSR relative to our peers for purpose of determining the payout level for the PSUs, and we refer to this separate peer group as our “Performance Peer Group.”

  61. Compensation Peer Group

    Compensation Peer Group The Compensation Committee, with input and advice from Meridian, typically reviews the Compensation Peer Group on an annual basis to ensure it remains appropriate year‑over‑year. The Compensation Peer Group is selected based on multiple factors, including assets, market capitalization, enterprise value, location, revenue, geographic footprint and complexity of operations. In late 2024, the Compensation Committee re‑assessed and updated the Compensation Peer Group. The Compensation Committee determined that some changes to the Compensation Peer Group were needed given the Company's growth and the growth of some peers relative to the existing Compensation Peer Group. Additionally, some substitutions needed to be made in light of acquisitions involving members of the prior Compensation Peer Group. The prior and updated Compensation Peer Groups are set forth in the table below.

  62. Performance Peer Group

    Performance Peer Group The Performance Peer Group is typically reviewed by the Compensation Committee, with input and advice from Meridian, prior to the Compensation Committee awarding PSUs as the Performance Peer Group is used for Relative TSR measures under our PSUs. In early 2025, in connection with awarding PSUs under the Company’s 2025 executive compensation program, the Compensation Committee re‑assessed the Performance Peer Group and determined that the Performance Peer Group was reflective of the Company's peers, given the location of operations and the commodity mix as compared to the Company. The legacy and updated Performance Peer Groups are set forth in the table below.

  63. Performance Peer Group

    | 40 | PERMIAN RESOURCES | 2026 PROXY STATEMENT |

  64. Performance Peer Group

    | | COMPENSATION PEER GROUP | | PERFORMANCE PEER GROUP | | | PEER | 2024 | 2025 | INAUGURAL PSUS | 2025 LTIP AWARDS | | Antero Resources Corporation | • | • | | | | APA Corporation | • | • | | • | | Callon Petroleum Company(1) | | | • | | | Chord Energy Corporation | • | • | • | • | | Civitas Resources, Inc. | • | • | • | • | | Coterra Energy Inc. | • | • | | | | Devon Energy Corporation | • | • | | • | | Diamondback Energy, Inc. | | | • | • | | Earthstone Energy, Inc.(2) | | | • | | | EQT Corporation | • | • | | | | Expand Energy Corporation | • | • | | | | HighPeak Energy, Inc. | | | • | | | Magnolia Oil & Gas Corporation | | | • | • | | Matador Resources Company | • | • | • | • | | Murphy Oil Corporation | • | • | | | | Northern Oil and Gas, Inc. | | | | • | | Ovintiv Inc. | • | • | | • | | PDC Energy, Inc.(3) | | | • | | | Range Resources Corporation | • | • | | | | SM Energy Company | | | • | • | | Vital Energy, Inc.(4) | | | • | | | SPDR S&P Oil & Gas Exploration & Production ETF (XOP) | | | • | • |

  65. Performance Peer Group

    (1)Callon Petroleum Company was acquired by APA Corporation on April 1, 2024. (2)Earthstone Energy, Inc. was acquired by Permian Resources Corporation on November 1, 2023. (3)PDC Energy, Inc. was acquired by Chevron Corporation on August 7, 2023. (4)Vital Energy, Inc. was acquired by Crescent Energy Company on December 15, 2025.

  66. Employment, Severance or Change in Control Agreements

    Employment, Severance or Change in Control Agreements We have not entered into any employment agreements with our NEOs. However, we consider a strong workforce to be essential to our success. To that end, we recognize that the uncertainty that may exist among employees with respect to their “at‑will” employment with us could result in the departure or distraction of personnel to our detriment. Accordingly, to encourage the continued attention and dedication of our employees, and to allow our management team to focus on the value to shareholders of strategic alternatives without concern for the impact on their continued employment, we maintain a Severance Plan under which all of our regular, full‑time employees are eligible to receive certain severance payments and benefits upon a qualifying termination of employment. In November 2022, to remain competitive with similar programs at peer companies, and based on advice from Meridian, we updated the plan to provide for severance benefits for certain qualifying terminations unrelated to change in control transactions, including terminations arising from a NEO’s death or disability. For a more detailed description of the Severance Plan, see the “Severance Plan” section below.

  67. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  68. 2025 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1)(2) | NON‑EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | William M. Hickey III Co‑Chief Executive Officer | 2025 | – | – | 11,432,842 | – | – | 11,432,842 | | | 2024 | – | – | – | – | – | – | | | 2023 | – | – | – | – | – | – | | James H. Walter Co‑Chief Executive Officer | 2025 | – | – | 11,432,842 | – | – | 11,432,842 | | | 2024 | – | – | – | – | – | – | | | 2023 | – | – | – | | 4,297 | 4,297 | | Guy M. Oliphint Executive Vice President and Chief Financial Officer | 2025 | 475,000 | – | 4,063,557 | 712,500 | 14,509 | 5,265,566 | | | 2024 | 475,000 | – | 3,670,016 | 760,000 | 19,250 | 4,924,266 | | | 2023 | 439,904 | – | 4,899,778 | 607,500 | 146,996 | 6,094,178 | | John C. Bell Executive Vice President, General Counsel and Secretary | 2025 | 400,000 | – | 4,063,557 | 480,000 | 15,275 | 4,958,832 | | | 2024 | 400,000 | – | 2,064,379 | 512,000 | 22,375 | 2,998,754 | | | 2023 | 375,000 | – | – | 450,000 | 22,560 | 847,560 | | Robert R. Shannon Executive Vice President and Chief Accounting Officer | 2025 | 395,833 | – | 4,063,557 | 480,000 | 23,500 | 4,962,890 | | | 2024 | 380,000 | – | 1,987,934 | 486,400 | 23,097 | 2,877,431 |

  69. 2025 SUMMARY COMPENSATION TABLE

    (1)Amount for 2025 reflects the aggregate grant date fair value of restricted stock and PSUs granted to Messrs. Hickey, Walter, Oliphint, Bell and Shannon, computed in accordance with FASB’s ASC Topic 718, Stock‑based Compensation ("ASC Topic 718"), excluding the effect of estimated forfeitures. Fair value of the PSUs was determined using Monte Carlo simulations. The assumptions used by the Company in calculating this amount for 2025 are included in Note 7 to the Consolidated Financial Statements in the Company’s Annual Report. Under these assumptions, the value associated with the PSUs granted to Messrs. Hickey, Walter, Oliphint, Bell and Shannon in 2025 amounted to $11,432,842, $11,432,842, $2,959,088, $2,959,088 and $2,959,088, respectively and the value associated with the restricted stock granted to Messrs. Oliphint, Bell and Shannon in 2025 amounted to $1,104,469, respectively. (2)If the maximum level of achievement of the performance conditions associated with PSUs granted to Messrs. Hickey, Walter, Oliphint, Bell and Shannon in 2025 is achieved, the value associated with the PSUs based on the closing price per share of our common stock on the date they were granted ($14.30), would be $25,113,617, $25,113,617, $6,499,994, $6,499,994 and $6,499,994, respectively. For additional information regarding the stock‑based awards granted to Messrs. Hickey, Walter, Oliphint, Bell, and Shannon in 2025, refer to the 2025 Grants of Plan‑Based Awards table below. (3)Amounts for 2025 represent the AIP compensation awarded in recognition of 2025 performance, which was paid to the applicable NEOs in March 2026. (4)Amounts for 2025 reflect matching contributions to the 401(k) Plan made by the Company on the NEOs' behalf. The amount of 401(k) contributions were $14,509 for Mr. Oliphint, $15,275 for Mr. Bell and $23,500 for Mr. Shannon.

  70. 2025 SUMMARY COMPENSATION TABLE

    | 46 | PERMIAN RESOURCES | 2026 PROXY STATEMENT |

  71. 2025 SUMMARY COMPENSATION TABLE

    2025 GRANTS OF PLAN‑BASED AWARDS The following table sets forth information regarding grants of plan‑based awards made to our NEOs during the year ended December 31, 2025.

  72. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END

  73. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END

    | | STOCK AWARDS | | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | William M. Hickey III | 9/1/22 | | | 1,787,844(3) | 25,083,451 | | | 9/1/22 | | | 1,787,844(4) | 25,083,451 | | | 2/18/25 | | | 1,756,197(4) | 24,639,444 | | James H. Walter | 9/1/22 | | | 1,787,844(3) | 25,083,451 | | | 9/1/22 | | | 1,787,844(4) | 25,083,451 | | | 2/18/25 | | | 1,756,197(4) | 24,639,444 | | Guy M. Oliphint | | | | | | | | 1/3/23 | 33,871 | 475,210 | | | | | 2/20/24 | 33,827 | 474,593 | 355,179(3) | 4,983,161 | | | 2/18/25 | 37,879 | 531,442 | 454,545(4) | 6,377,266 | | | 9/2/25 | 38,787 | 544,182 | | | | John C. Bell | 2/20/24 | 19,028 | 266,963 | 199,788(3) | 2,803,026 | | | 2/18/25 | 37,879 | 531,442 | 454,545(4) | 6,377,266 | | | 9/2/25 | 38,787 | 544,182 | | | | Robert R. Shannon | 2/20/24 | 18,323 | 257,072 | 192,390(3) | 2,699,232 | | | 2/18/25 | 37,879 | 531,442 | 454,545(4) | 6,377,266 | | | 9/2/25 | 38,787 | 544,182 | | |

  74. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END

    (1)Represents shares of restricted stock, which vest on the vesting dates set forth in the following table (subject generally to continued employment).

  75. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END

    | | SHARES OF RESTRICTED STOCK BY VESTING DATES | | | | | | | | | | | NAME | 1/3/26 | 3/1/26 | 3/3/26 | 9/2/26 | 3/1/27 | 3/3/27 | 9/2/27 | 3/3/28 | 9/2/28 | TOTAL | | John C. Bell | – | 9,514 | 12,626 | 12,929 | 9,514 | 12,626 | 12,929 | 12,627 | 12,929 | 95,694 | | Guy M. Oliphint | 33,871 | 16,913 | 12,626 | 12,929 | 16,914 | 12,626 | 12,929 | 12,627 | 12,929 | 144,364 | | Robert R. Shannon | – | 9,161 | 12,626 | 12,929 | 9,162 | 12,626 | 12,929 | 12,627 | 12,929 | 94,989 |

  76. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END

    (2)Represents PSUs, which vest based on the Company’s TSR as compared to the TSR of the performance peer group over a multi‑year performance period and the Company’s absolute annualized TSR over the performance period. The number of PSUs reported is based on the number of PSUs granted to each NEO multiplied by the performance multiplier for the maximum level of performance. The awards are reported at maximum because as of December 31, 2025, performance under these awards was trending above the target level of performance. The market or payout value for these PSUs is calculated using the $14.03 per share closing price of our common stock on December 31, 2025. (3)Reflects PSUs with a performance period ending on December 31, 2026. (4)Reflects PSUs with a performance period ending on December 31, 2027.

  77. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END

    | 48 | PERMIAN RESOURCES | 2026 PROXY STATEMENT |

  78. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR‑END

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table provides information regarding the vesting of restricted stock and PSU awards held by our NEOs during 2025. The value realized from the vesting of the restricted stock and PSU awards is equal to the closing price of our common stock on the applicable vesting date, multiplied by the number of shares of stock acquired. The value is calculated before payment of any applicable withholding or other income taxes.

  79. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025

  80. OPTION EXERCISES AND STOCK VESTED IN 2025

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#)(1) | VALUE REALIZED ON VESTING ($)(2) | | William M. Hickey III | 1,787,841 | 25,083,409 | | James H. Walter | 1,787,841 | 25,083,409 | | Guy M. Oliphint | 762,075 | 10,730,524 | | John C. Bell | 435,616 | 6,117,299 | | Robert R. Shannon | 435,264 | 6,112,340 |

  81. OPTION EXERCISES AND STOCK VESTED IN 2025

    (1)Includes the vesting of (i) 1,787,841, 1,787,841, 711,291, 406,734 and 406,734 PSUs for Messrs. Hickey, Walter, Oliphint, Bell and Shannon, respectively, and (ii) 50,784, 28,882 and 28,530 shares of restricted stock for Messrs. Oliphint, Bell and Shannon, respectively, in 2025. (2)The value realized for the PSUs is calculated using the $14.03 per share closing price of our common stock on December 31, 2025. The value realized for the shares of restricted stock is calculated using the per share closing price of our common stock on each respective vesting date. Mr. Oliphint had 33,871 and 16,913 shares of restricted stock vest on January 3, 2025 and March 1, 2025, respectively, with a per share closing price of $15.14 and $14.09 (the per share closing price as of the immediately preceding trading date), respectively. Mr. Bell had 9,513 and 19,369 shares of restricted stock vest on March 1, 2025 and September 1, 2025, respectively, with a per share closing price of $14.09 and $14.29 (in each case, the per share closing price of the immediately preceding trading date), respectively. Mr. Shannon had 9,161 and 19,369 shares of restricted stock vest on March 1, 2025 and September 1, 2025, respectively, with a per share closing price of $14.09 and $14.29 (in each case, the per share closing price of the immediately preceding trading date), respectively.

  82. OPTION EXERCISES AND STOCK VESTED IN 2025

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 49 |

  83. POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL Severance protection is provided to all of our regular, U.S. full‑time employees, including each of our NEOs, under our Severance Plan, which was last updated by our Board in November 2022.

  84. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), we are providing the following information regarding the ratio of the annual total compensation of each of our Co‑CEOs to the total annual compensation of our median employee. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. We identified the median employee from our entire employee population (other than our Co‑CEOs), whether employed on a full‑time or part‑time basis, as of December 31, 2025, which consisted of 515 employees. Within this group of employees, the median employee was identified by using a total target cash compensation measure, which was calculated by annualizing on a straight‑line basis the salary of each employee as of December 31, 2025 and adding each employee’s target bonus and the amount of employer‑paid benefits received by each employee in 2025. The compensation measure was consistently applied to all employees. Once we identified the median employee, we then calculated that employee’s annual total compensation in the same manner as we used to calculate total compensation of our Co‑CEOs, as reported in the Summary Compensation able. For 2025, the annual total compensation of our median employee was $155,801, and the annual total compensation of either of our Co‑CEOs was $11,432,842. Therefore, in 2025, the ratio of either of our Co‑CEO's annual total compensation to the annual total compensation of our median employee was approximately 73 to 1.

  85. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table shows the total compensation for our NEOs for the past five years, as set forth in the Summary Compensation Table, and the “compensation actually paid” (computed in the manner required by SEC rules as described below) to our NEOs. The table separately presents the amounts for each Chief Executive Officer serving during the last five years, including each of our current Co‑CEOs, and the combined average amounts for our other NEOs. The table also provides our TSR, the TSR of the selected peer group, our net income and our Adjusted Free Cash Flow, all presented for the past five years.

  86. PAY VERSUS PERFORMANCE

    | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | SUMMARY COMPENSATION TABLE TOTAL FOR CEOS(1) | | | COMPENSATION ACTUALLY PAID TO CEOS(1)(2) | | | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON‑CEO NEOS ($)(3) | AVERAGE COMPENSATION ACTUALLY PAID TO NON‑CEO NEOS ($)(2)(3) | TOTAL SHAREHOLDER RETURN ($)(4) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(4) | NET INCOME ($)(5) | ADJ. FREE CASH FLOW(5)(6) | | YEAR | HICKEY | WALTER | SMITH | HICKEY | WALTER | SMITH | | | | | | | | 2025 | 11,432,842 | 11,432,842 | – | 13,763,416 | 13,763,416 | – | 5,062,429 | 5,588,710 | 1,015 | 243 | 1,098,936 | 1,643,561 | | 2024 | – | – | – | 6,769,965 | 6,769,965 | – | 3,682,360 | 5,331,608 | 1,041 | 248 | 1,250,509 | 1,358,494 | | 2023 | – | 4,297 | – | 27,407,632 | 27,411,929 | – | 3,362,313 | 6,940,218 | 940 | 251 | 879,703 | 711,384 | | 2022 | 25,512,520 | 25,512,520 | 21,833,431 | 33,915,382 | 33,915,382 | 51,416,285 | 6,674,297 | 17,124,841 | 630 | 229 | 749,840 | 655,164 | | 2021 | – | – | 8,677,260 | – | – | 42,802,771 | 3,236,810 | 15,878,126 | 399 | 167 | 138,175 | 206,671 |

  87. PAY VERSUS PERFORMANCE

    (1)Our current Co‑CEOs, Messrs. Hickey and Walter, began serving as our Co‑CEOs on September 1, 2022 upon the closing of the PR Merger. The former CEO referenced is Sean R. Smith, who served as our CEO from April 1, 2020 through August 31, 2022.

  88. PAY VERSUS PERFORMANCE

    | 52 | PERMIAN RESOURCES | 2026 PROXY STATEMENT |

  89. PAY VERSUS PERFORMANCE

    (2)The dollar amounts reported in this column represent the amount of Compensation Actually Paid ("CAP"), as defined and calculated under applicable SEC rules, for each CEO and the average for our other NEOs. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs. In accordance with the requirements of Item 402(v) of Regulation S‑K, CAP is based on the Summary Compensation Table ("SCT") pay, as adjusted for the fair market value of equity awards as of December 31, 2023, 2024, and 2025. Our NEOs do not participate in benefit programs requiring an adjustment for pension benefits calculation. The following table provides the adjustments made between SCT pay and CAP:

  90. PAY VERSUS PERFORMANCE

    | YEAR | CEO / NEO | AVERAGE SUMMARY COMPENSATION TABLE TOTAL ($) | REMOVE VALUE OF GRANTED EQUITY AWARDS ($)(a) | PRIOR YEAR EQUITY AWARD ADJUSTMENTS ($)(b) | COMPENSATION ACTUALLY PAID ($) | | 2025 | Hickey | 11,432,842 | (11,432,842) | 13,763,416 | 13,763,416 | | | Walter | 11,432,842 | (11,432,842) | 13,763,416 | 13,763,416 | | | Other NEOs | 5,062,429 | (4,063,557) | 4,589,838 | 5,588,710 | | 2024 | Hickey | – | – | 6,769,965 | 6,769,965 | | | Walter | – | – | 6,769,965 | 6,769,965 | | | Other NEOs | 3,682,360 | (1,798,870) | 3,448,118 | 5,331,608 | | 2023 | Hickey | – | – | 27,407,632 | 27,407,632 | | | Walter | 4,297 | – | 27,407,632 | 27,411,929 | | | Other NEOs | 3,362,313 | (1,956,612) | 5,534,517 | 6,940,218 | | 2022 | Hickey | 25,512,520 | (25,512,520) | 33,915,382 | 33,915,382 | | | Walter | 25,512,520 | (25,512,520) | 33,915,382 | 33,915,382 | | | Smith | 21,833,431 | (14,495,295) | 44,078,149 | 51,416,285 | | | Other NEOs | 6,674,297 | (5,093,653) | 15,544,197 | 17,124,841 | | 2021 | Smith | 8,677,260 | (6,590,088) | 40,715,599 | 42,802,771 | | | Other NEOs | 3,236,810 | (2,240,258) | 14,881,574 | 15,878,126 |

  91. PAY VERSUS PERFORMANCE

    (a)Represents the grant date fair value and average grant date fair value of the equity awards granted to the CEO and NEOs, respectively, each year, as reported in the Stock Awards column of the Summary Compensation Table for the applicable year, calculated in accordance with ASC Topic 718. We do not sponsor or maintain any defined benefit pension plans and therefore, no deduction was made related to pension value. (b)Reflects the fair value/change in fair value of the awards at year end or upon vesting/forfeiture, computed in accordance with ASC Topic 718. (3)For 2025, the other NEOs were Messrs. Oliphint, Bell and Shannon. For 2024, the other NEOs were Messrs. Oliphint, Bell, Shannon and Brent P. Jensen. For 2023, the other NEOs were Messrs. Oliphint, Jensen, Bell, George S. Glyphis and Matthew R. Garrison. For 2022, the other NEOs were Messrs. Glyphis, Garrison, Jensen, Bell and Davis O. O'Connor. For 2021, the other NEOs were Messrs. Glyphis, Garrison, Jensen and O'Connor. (4)TSR is determined based on the value of an initial fixed investment of $100. The Peer Group TSR represents the total shareholder return of the SPDR S&P Oil & Gas Exploration & Production ETF (XOP). (5)Measured in thousands. (6)Adjusted Free Cash Flow is a non‑GAAP financial measure. See Appendix A for a reconciliation of this financial measure to our most directly comparable financial measure calculated in accordance with GAAP.

  92. PAY VERSUS PERFORMANCE

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 53 |

  93. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The following graphs illustrate the relationship between the pay and performance figures that are included in the pay tables above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not represent the actual amount of compensation earned by or paid to our NEOs during the applicable years. The graphs separately presents the CAP for each Chief Executive Officer serving during the last five years, with the amount appearing for Messrs. Hickey and Walter representing the approximate amount applicable to each of them individually.

  94. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Directors who are not also our employees or affiliated with Pearl or Post Oak receive compensation under our director compensation program, which is reviewed by the Compensation Committee and is approved by the Board. We have historically provided a combination of cash and stock‑based incentive compensation to attract and retain qualified candidates to serve on our Board, but our Board determined, following input and advice from Meridian, to allow directors to take 100% of their compensation in the form of stock‑based compensation. With respect to the 2025 calendar year, all of our directors elected again to take 100% of their compensation in the form of stock‑based compensation. The following table identifies the annual equity award each non‑employee director receives and the retainer amount, which can be paid quarterly in arrears in cash or through an equity award at the outset of the director’s service year. The leadership positions on the Board also receive larger equity awards, as detailed below.

  95. DIRECTOR COMPENSATION

    | ROLE | EQUITY AWARDS ($) | CASH / EQUITY RETAINER ($) | | Director | 200,000 | 87,500 | | Independent Board Chair | 155,000 | – | | Chair of Audit Committee | 22,500 | – | | Chair of Compensation Committee | 20,000 | – | | Chair of Nominating and Corporate Governance Committee | 15,000 | – | | Chair of ESG Committee | 15,000 | – |

  96. DIRECTOR COMPENSATION

    We also reimburse all directors for travel and other necessary business expenses incurred in the performance of their services for us, including expenses for any relevant director education programs they attend. We extend coverage to all directors under our directors’ and officers’ indemnity insurance policies. The following table contains information concerning the compensation of our non‑employee directors for 2025.

  97. DIRECTOR COMPENSATION

    | NAME | FEES EARNED IN CASH ($) | STOCK AWARDS ($)(1)(2) | TOTAL ($) | | Robert J. Anderson(3) | – | 276,417 | 276,417 | | Maire A. Baldwin | – | 295,638 | 295,638 | | Frost W. Cochran(4) | – | – | – | | Karan E. Eves | – | 276,417 | 276,417 | | Steven D. Gray | – | 439,865 | 439,865 | | Aron Marquez | – | 276,417 | 276,417 | | William J. Quinn(4) | – | – | – | | Jeffrey H. Tepper | – | 298,038 | 298,038 | | Robert M. Tichio | – | 290,839 | 290,839 |

  98. DIRECTOR COMPENSATION

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 55 |

  99. DIRECTOR COMPENSATION

    EQUITY COMPENSATION PLAN INFORMATION (1)Amounts in this column reflect the aggregate grant date fair value of restricted stock computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. For further valuation assumptions, please see Note 7 to our financial statements within our Annual Report. As of December 31, 2025, the non‑employee directors held the following amounts of unvested shares of restricted stock and aggregate number of total outstanding stock awards, which includes their unvested shares of restricted stock and previously awarded shares of restricted stock.

  100. DIRECTOR COMPENSATION

    | NAME | UNVESTED STOCK AWARDS | TOTAL OUTSTANDING STOCK AWARDS | | Robert J. Anderson(3) | 21,312 | 48,313 | | Maire A. Baldwin | 22,794 | 288,040 | | Karan E. Eves | 21,312 | 85,218 | | Steven D. Gray | 33,914 | 230,530 | | Aron Marquez | 21,312 | 85,218 | | Jeffrey H. Tepper | 22,979 | 200,546 | | Robert M. Tichio | 22,424 | 40,869 |

  101. DIRECTOR COMPENSATION

    (2)Includes restricted stock that was issued, at the applicable director's election, in lieu of cash compensation for 2025. Each current director has elected again to take 100% of his or her cash retainer in the form of restricted stock. (3)Mr. Anderson retired from the Board on January 21, 2026. (4)Messrs. Cochran and Quinn did not receive any compensation for serving as our directors in 2025 given their affiliation with Post Oak and Pearl, respectively.

  102. POTENTIAL DILUTION AND BURN RATE

    | AGGREGATE OUTSTANDING EQUITY AWARDS | AS OF DECEMBER 31, 2025 | | Shares subject to granted stock options | 239,533 | | Weighted average exercise price | $16.11 | | Weighted average remaining term (years) | 1.8 | | Shares subject to RSAs and RSUs | 6,107,715 | | Shares subject to PSUs (at target) | 5,238,609 | | Shares available for grant under the 2023 Plan | 13,917,538 | | Total shares of common stock outstanding | 836,124,535 |

  103. PROVISIONS OF THE 2023 PLAN RELATING TO DIRECTOR COMPENSATION

    PROVISIONS OF THE 2023 PLAN RELATING TO DIRECTOR COMPENSATION The 2023 Plan provides that the Plan Administrator may establish compensation for non-employee directors from time to time subject to the 2023 Plan’s limitations. The Plan Administrator will from time to time determine the terms, conditions and amounts of all non-employee director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation or other compensation and the grant date fair value of any equity awards granted under the 2023 Plan as compensation for services as a non-employee director during any fiscal year may not exceed $500,000. The Plan Administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the Plan Administrator may determine in its discretion, subject to the limitations in the 2023 Plan.

  104. PROVISIONS OF THE 2023 PLAN RELATING TO DIRECTOR COMPENSATION

    | PERMIAN RESOURCES | 2026 PROXY STATEMENT | 69 |

  105. PROVISIONS OF THE 2023 PLAN RELATING TO DIRECTOR COMPENSATION

    PLAN AMENDMENT AND TERMINATION